Puella Magi Madoka Magica Rebellion: Continuation
by Alcaknight
Summary: After finishing Rebellion I wanted to write a fanfiction that would serve as some kind of continuation.
1. Chapter 1

'Kaname Madoka. Do you treasure this world? Do you consider stability and order more important than desire?'

Madoka still wasn't fully aware of what Homura was referring to when she said those words. It had been several months since she transferred into Mitakihara, yet her first meeting with that girl still lingered in her mind. Her name sounded familiar, yet elusive. The answer had been on the tip of her tongue several times, thought it always managed to slip away.

'Something on your mind, Madoka?'

The voice belonged to a girl slightly taller than Madoka, whose short blue hair ruffled with the wind. She wore the standard school uniform, though unlike Madoka's, the skirt had been trimmed slightly. She smiled energetically, placing her hands behind her head in a carefree manner.

'Oh, Sayaka. Good morning.'

'Where's Hitomi today? Don't tell me she's playing hooky to go off with Kyousuke.'

'I'm sure she wouldn't skip school. Not even for Kyousuke…'

Madoka paused and squinted at her watch, then looked up in shock.

'It's this late already? Class is about to start!'

The pair hurried their pace and dashed up the path. By the time they reached their classroom, they were already several minutes late. Madoka hesitantly pushed the door open and entered.

'Sorry we're late Miss Saoto–'

'And that class, is why there's nothing wrong with not being married at my age!'

Luckily, she was too distracted to notice Madoka, and instead was focused on relating her life story to the rest of the students. Homura glanced up at Madoka as she sat down in her seat, though she said nothing.

The interior of the classroom was the same as it always had been. Large glass windows served as walls, giving the room an incredibly spacious feel. Though it lacked any form of decoration, it almost felt too clinical. Madoka's attention, however, was focused on Homura, who sat idly copying up a set of notes. There were many things about Homura that intrigued her. There wasn't anything out of the ordinary with her appearance, except her eyes. They seemed weary – like the eyes of someone who had been working relentlessly for years. And no matter how hard she tried, Madoka could never work out what she was thinking. Perhaps they were simply too different.

When class finished, Madoka and Sayaka left together, laughing about Miss Saotome's earlier antics. Homura watched them silently, then left by herself.

'You know, things can't go on like this.'

The voice came from an oddly shaped creature that suddenly appeared beside her. It followed Homura through the corridors, though the school had become almost empty.

'They will. I'll make sure of it.'

'You might have the power of a God, but there are some rules that even Gods have to abide by. You've tipped the scales of balance. How long do you think this universe can last?'

'Even so, I'll make Madoka happy.'

'Even if she becomes your enemy?'

Homura said nothing, and continued up to the rooftop. She was forced to hold down her hair as it fluttered wildly in the wind. Leaning against the barrier, she sighed and watched Madoka walking home, accompanied by Sayaka, and an older girl with blonde hair wrapped around in curls.

'More importantly… what did you do to me? Since you created this universe, I've felt different. It's… I don't know how you humans would describe it...'

'Ah, incubator. I guess where you come from, they'd classify it as an illness.'


	2. Chapter 2

Madoka followed Sayaka through the complex maze of streets, which wound away, twisting and turning at every corner. They were eventually lead to a tall block of apartments.

'Is this where you live, Mami?' Sayaka asked, looking up to the building.

'Yes, here we are.'

Mami walked slightly ahead of the pair, and lead them to a set of stairs. She was their senior, and they had only been friends for less than a month. It wasn't until now that Mami had invited them over to her house. Why then, did it feel as if Madoka had known her for so much longer? It unsettled her, much like the same way Homura did. She felt as if they were her best friends – people who she couldn't imagine living without. Yet, by anyone else's reckoning, they should have been almost complete strangers to one another.

Mami pushed the door open and lead them inside. It was much smaller than Madoka's house, though it was cozy, and more than enough space for just one person. Care had been taken to supply the room with as much light as possible, and the room glowed with an orange tint as the sun began to set. Madoka sat down on a nearby pillow as Mami started to pour several cups of tea, filling the room with a delicate aroma.

'Do you live here by yourself?' asked Sayaka inquisitively, taking a seat next to Madoka.

'That's right. I've been living here for a long time now…'

Sayaka wanted to press further, but even she had enough tact to know when to stop. Where were Mami's parents? Who looked after her? She was curious as to what could have caused a student who was almost the same age to be living by herself.

'This tea is delicious,' exclaimed Madoka, making idle talk. She gently placed her cup down and looked out towards the city.

By now, whatever uncertainty Madoka had before had been washed away. She had lost track of time, and spent the rest of the evening talking about the most menial of matters. But she couldn't have thought of a more pleasing way to spend her time. Though, she still couldn't completely shake the feeling that something was off. She wondered if it really mattered in the end. Maybe it had been in her imagination all along. With a smile, she waved Sayuka and Mami off, and walked home.

Madoka was greeted by her mother when she finally returned. With a tender smile she asked if she was hungry. Madoka explained that she had already ate at Mami's, and instead decided to go to her room. Flopping onto her bed, she stared at the ceiling. It wasn't long until sleep began to take a hold of her – she had stayed out much longer than she realised. Madoka was soon disturbed from this tranquil state of rest however, as she heard something knocking against the window.

'Madoka.'

Madoka jumped to her feet cautiously. Who could it be? Perhaps it was Sayaka. Whoever they were, they knew her name. She must have known them. She slowly opened the window, then stumbled back in shock as a small creature jumped into the room and landed squarely on her bed.

'S-Shoo–'

'It's been a while, Madoka.'

Madoka looked at the creature curiously. It could talk? Surely she must have been dreaming.

'What are you?'

'You should know what I am by now. My name is Kyubey.'

'Incubator…!'

Madoka covered her mouth in surprise. How could she have known his real name?

'Good. It seems as though there are still some traces left.'

Kyubey swished his tail from side to side, then leaped back onto the ledge of the window, and looked at Madoka.

'This world isn't right. You know that too, don't you? You must have sensed it. At this rate, it'll be over for everyone. If only you'd remember…'

'Tell me more!'

Madoka tried to reach out to Kyubey when a sudden gunshot reverberated through the air. Kyubey was sent flying onto the grass. His body had been riddled with holes, though he desperately tried to crawl away.

'You never learn, do you?'

Homura stood in front of Kyubey, brandishing a pistol in her right hand. Cocking the trigger, she aimed at him without hesitation. She noticed a unique look in Kyubey's eyes – one he had never shown before.

'What's this, could that be fear, incubator?'

Madoka tried to scream for help, but no sound came from her lips. She could only watch as another gunshot cracked through the night. Homura only appeared as an opaque figure to her, and she was unable to make out any distinguishable features. What could she have done anyway? It was too dangerous. She was not physically strong, or even brave enough for that matter. Sobbing, she ducked under her covers and clung tightly to them, wishing that she would wake up from her nightmare.


	3. Chapter 3

Madoka woke early. Streams of sunlight filtered through the windows, and trickled over her eyelids, which fluttered lazily as she sat up. Thoughts of the previous night instantly rushed to her mind. Still in her pyjamas, she slid the window open and peered outside. The earth was fresh; droplets of rain had spread over the grass while she was asleep, causing the ground to light up, as if golden veins ran through the soil. Although she could see clearly in the daylight, she could not make out any remains of the creature. Defeated, she slumped back down onto her bed. Perhaps it had been a dream? There could have been no other explanation.

It was already the weekend, and she felt no particular need to get dressed. The smell of freshly cooked eggs wafted into her room, and she followed the trail to the kitchen. Her mother stood cooking breakfast, wearing a loose apron around her waist. With a smile, she turned to Madoka and passed her a plate, which she graciously accepted. After a quick breakfast, she eventually decided to get dressed, and headed towards the door.

'I'm going to Sayaka's. I'll be back later.'

'Have a safe trip,' her mother replied, disappearing back into the kitchen.

With a smile, Madoka slipped into her shoes, and made her way out onto the street.

'You know what happens when you disobey me, don't you Kyubey? But I must say, that was a rather interesting expression earlier.'

Kyubey didn't respond, he merely looked at Homura with a pair of dark, muddy eyes. They seemed to appear much like a corrupted soul gem would, but it certainly was not an expression Homura was used to seeing. The room itself was almost pitch black. A dull light flickered intermittently, casting an array of shadows onto the wall. It was the same building she had always lived in, but she took no particular care to keep it maintained. If anything, it looked more like a dungeon.

'I've got enough to worry about without you getting in the way.'

A bright light was cast onto the wall as a picture of Mami was projected onto its surface, a separate picture of a young unidentified girl appeared next to her.

'Mami… She was always the first to get in my way. How long until she interferes with my plans in this world?' 

Homura turned her attention to the picture of the young girl beside her.

'And that girl… She used to call her Bebe. But just who exactly is she? There's no doubt about it, she was once a witch. Madoka brought her back, but why? She might not remember anything, but her very existence is a mystery. I can't predict what she might do.'

Homura idly took apart her gun, and started to clean each individual piece meticulously.

'I won't forgive anyone that gets in my way.'

There was a loud crash as Mami dived forward in an attempt to deflect the pile of boxes that had somehow come loose, and were about to flatten the poor girl in front of her.

'Watch out!'

The young girl jumped back in surprise, narrowly missing the boxes. Mami got to her feet, trying to catch her breath.

'Are you alright? What were you trying to do? That could have been dangerous.'

The young girl looked up at her innocently before replying.

'I wanted some cheese. But I'm not tall enough to reach the top, so I tried to pull one out from the bottom.'

Mami sighed, then started to pick the boxes up.

'Have we met somewhere before?'

'I don't know. I'm new to this town. But thanks for saving me! My name is Nagisa Momoe, but for some reason my friends started calling me Bebe.'

'Bebe?'

The name sounded familiar, but she couldn't put her finger on it. It could have merely been a coincidence. When she had finished stacking the boxes up, she turned to the girl and smiled.

'My name is Mami. Mami Tomoe. Pleased to meet you!'


	4. Chapter 4

It was mid-evening by the time Madoka was ready to leave Sayaka's house. She was about to open the door when she was interrupted by a muffled ringing that originated from her pocket. She answered it in a hurry, and didn't bother to check the number which had dialled her.

'Oh, good evening Madoka. Are you free?'

The voice belonged to Mami. Madoka put her bag down and held the phone closer to her ear.

'Mami? Good evening. Did you want to talk?'

'There's something I wanted to ask. Where are you now?'

'I'm at Sayaka's house; I've been here all day.'

'Great! In that case I'd like you to come over. There's someone I'd like you to meet. Is that ok?'

'Of course. I'll ask Sayaka.'

'I'll see you in a bit then. Bye.'

An inquisitive Sayaka turned to Madoka while tilting her head.

'Who was that?'

'It was Mami, she wants to meet us. We should see how she's doing. She said she had someone she wanted us to meet.'

Sayaka agreed almost instantly, and the pair soon walked out onto the streets. Luckily, Sayaka had remembered the route from the last time they visited Mami, and they soon reached the front door of her apartment. It was unlocked, and the pair let themselves in.

The room contained the familiar aroma of scented tea. It hadn't changed much since the last time Madoka visited, apart from the addition of one extra guest, who was nibbling on a cheese stick at the far end of the table while absently staring out into space.

'I'd like you to meet Bebe,' Mami said proudly, pointing towards the girl.

'Bebe?' asked Sayaka curiously, wondering who would give their child such an odd name.

'T-That's not my real name… It's what my friends call me. Will you be my friends too?'

Madoka smiled while sitting opposite of Bebe.

'I'd be happy to!'

The lively chatter quietened down as the evening progressed, until it had turned into a gentle murmur. The mood seemed to shift suddenly as Mami cleared her throat, and turned to Madoka and Sayaka with a serious expression.

'This might seem a little strange… but have you noticed anything out of the ordinary recently?'

Madoka was caught off guard by Mami's directness, but tried her best to answer the question.

'Sometimes I feel as though something's wrong. But I can't remember, no matter how hard I try. That's not all… I've been having dreams too.'

'Dreams?'

'The other night I dreamt that a creature jumped into my room. He said his name was Kyubey, but for some reason I called him incubator. I've never heard that name before though. He tried to warn me about something but then…'

'Incubator?'

Mami took a quick sip of tea, then turned back towards Madoka.

'For some reason that name sounds familiar to me too… What happened next?'

'Someone came, but I couldn't see them clearly. I noticed that they were carrying a gun. It all happened so fast, I didn't know what was happening. They shot him before he could say anything more, and that's when I woke up.'

'You've felt something amiss too, haven't you Sayuka?'

'Yes… Something's been bothering me for a while now, but I thought it was just me.'

Mami looked down into her cup and stared at her own reflection, which rippled slightly as she placed it onto the table.

'Maybe it's just a coincidence. There's no need to get too troubled over it.'

Mami stood up, and gently put away the cups and plates. When she finished, she turned to Madoka and Sayaka.

'Oh dear. It seems as though we lost track of time. Should you be going home now?'

A surprised expression appeared on Madoka's face as she checked the clock. She picked up her bag and slung it around her shoulder while trying to slip her shoes on.

'Thanks for letting us stay. And it was nice to meet you Bebe. I hope we meet again.'

'About that… would it be too much trouble for you to take Bebe back home? Her house isn't too far from yours.'

'That's no problem. We'll walk home together. I was just thinking that it'd be nice to get to know her a bit better.'

'Thank you, I appreciate it. Have a safe trip, and feel free to come around anytime you like.'

Before disappearing into the maze of streets the group smiled and waved her off. Mami watched them for a while, then leaned against the balcony, deep in thought.

_Incubator… Where have I heard tha– Wait! Incubator?!_

Mami had a sudden epiphany. It was as if all this time, her memories had been locked at the back of her mind, just out of reach. But now they came flooding back all at once. Homura had been on the verge of becoming a witch when Madoka tried to take her into the law of cycles. What happened next? Homura grabbed her and…

In a flurry, Mami sprinted down the steps of her apartment, before suddenly dashing out onto the street. She had to warn them! They had been tricked all along. Mami could almost make out the silhouettes of the group in the distance. As she was starting to catch up, a figure abruptly jumped into her path, and knocked her backwards onto the floor. The figure soon revealed itself to be Homura, who shrugged off the impact, and looked down at Mami.

'H-Homura?! So it's you…. I know what you did. And I know exactly what you are. When I tell the others about this...'

'It's a pity really,' said Homura, as a pistol appeared to materialise in her hand, 'if you hadn't of remembered, I could have left you alone. But of course, you had to get in the way… You always do.'

'Why are you doing this? Do you think that Madoka will thank you for everything you've done?'

'I don't expect her to thank me. Her happiness is all that matters.'

Without hesitation, Homura aimed the gun directly at Mami, hovering her finger over the trigger. She was momentarily distracted as a small voice came from beside her.

'This is too much… Even for you.'

'You're not feeling sorry for her, are you? You forget that I've seen countless timelines. This is nothing compared to what you were capable of, Kyubey. This is a much kinder fate than you ever allowed anyone.'

'But you can't kill her! What about Madoka? If you want Madoka to be happy, why would you hurt her friends? There has to be another way. Why don't you just erase her memories instead?'

'There's no guarantee that she wouldn't find out again, she's already done it once. As long as she's alive, she'll continue to get in my way. Madoka got over her death before, and she'll do it again. I can't allow anyone to interfere.'

Before Kyubey could reply, a deafening gunshot reverberated across the walls of the alley. A thin trail of smoke rose from the muzzle of the gun, and the air was soon filled with the thick scent of gunpowder. No sound could be heard apart from a flock of birds taking flight off in the far distance, and then, a deathly silence fell over the street.


	5. Chapter 5

It would take several days for the authorities to realise that Mami Tomoe had gone missing. In that time, Madoka had visited her apartment on several occasions, yet it appeared untouched, and there were no signs of anyone living there at all. At first, she guessed that she must have gone on a trip, yet it seemed unlikely that Mami would skip her studies, or leave without telling any of her friends. And Because Mami lived alone, there was no-one to contact the police. Madoka hadn't known her for that long, and she had no proof that anything had happened to her. In the end, it was a teacher who raised the alarm after noticing her absence from several lessons.

A low murmur of voices filled the classroom. The main topic of their conversation seemed to be the sudden disappearance of Mami. It hadn't taken long for the news to spread, and the students had already started passing around rumours of what could have happened to her. Madoka paid little attention to the rest of the class, and with a deep sigh, rested her head on the desk.

'Kaname Madoka?'

The voice came from a tall woman in her mid-twenties who stood at the opposite end of the classroom. She wore an open jacket with a white blouse and her long, dark hair had been neatly wrapped up into a ponytail. Madoka lifted her head up, and nodded.

'I heard that you were Mami Tomoe's friend. Would you come with me? I'd like to ask a few questions.'

Madoka silently left her desk, and followed the woman out of the classroom. They walked down the winding maze of corridors for a while, before coming to an office. The room had been furnished with several chairs and a sofa, and allowed plenty of natural light to enter through its large, double windows. Madoka took a seat, and looked up at the woman anxiously.

'You must be wondering who I am. Don't worry, you're not in any kind of trouble. I work with the police. I'm going to get to the bottom of what happened to this girl.'

She took a short pause, then started to pour two cups of tea while continuing.

'Your teachers have seen you talking to her often, so I assume that you're close. How long have you been friends?'

'About a month,' Madoka replied, as she picked one of the cups and took a sip.

'And when was the last time you saw her?'

'At the weekend. I went to her house with a friend.'

'And how was she feeling? You don't see any reason why she'd want to run away, do you?'

'She was in a good mood. She had just met a new friend and there wasn't anything out of the ordinary with her. She did seem concerned about something but she didn't seem like someone who was about to run away.'

'I see. You must be having a tough time at the moment, why don't you take the rest of the day off and go home? I already asked your teachers. Thank you for helping us with our inquiries.'

The woman stood up, then ushered Madoka to the door. Before she left, she handed her a small contact card.

'If you have anything else to tell me about this girl, don't hesitate to call.'

Madoka was unable to shake Mami off her mind; what happened? Was there anything that she could even do? She was powerless. Madoka felt as though it had always been that way. She had few achievements and there wasn't much for her to be proud of. Maybe if she wasn't so weak, she could have helped Mami.

'Madoka! Wait up.'

Sayaka appeared from behind Madoka and soon caught up. She forced a smile, although it looked strained. Madoka could tell Sayaka was just as worried about Mami as she was.

'Are you going home? Who was that woman?'

'She was with the police. She wanted to ask me a few questions about Mami, then she said I could go home.'

'So… haven't they found anything yet?'

Madoka shook her head, 'It doesn't seem like it. They think that she ran away, but Mami would never leave us without saying anything.'

Madoka made her way out of the school, but Sayaka continued to follow her down the path.

'Sayaka, shouldn't you be in class by now?'

'To be honest I don't feel like staying in there. Some of those rumours are starting to get on my nerves. Isn't there anything we can do to help Mami?'

'Where do we start? She seemed so happy when we last saw her, why would she suddenly disappear? After she just made a new friend too…'

'That's it!' exclaimed Sayaka, 'don't you think that girl she met might know something?'

'Bebe? It didn't seem like they knew each other for that long though.'

'What else do we have to go on? It's worth a shot.'

Madoka smiled, and turned to Sayaka. She appeared to be in slightly better spirits, and a flash of determination flickered across her eyes.

'You're right, we have to do whatever we can to help her. Maybe that girl will know something. We can't just sit around while Mami could be in trouble.'


	6. Chapter 6

'You remember where her address is, don't you?' asked Madoka as they navigated through the winding alleyway.

'I think so. When Mami asked us to take her home, it was Bebe who lead the way. But this route seems familiar.'

No matter how far they travelled, they appeared to be making no headway. The streets looked almost identical, and it didn't take long for Sayaka to admit that they were lost.

'What do we do?' asked Madoka in a worried tone.

'It's got to be close,' she replied, ruffling her hair in frustration.

They continued to walk around aimlessly for what seemed like almost an hour. By now, the sun had all but completely receded from the sky, and a blanket of night had begun to envelope them.

'It's no use, how are we supposed to find it now?

'What happened to all that determination you had? You want to help Mami, don't you? Let's keep looking.'

Madoka was almost ready to give up when she noticed a small girl in the distance. She appeared to be rocking forwards and backwards on an old swing as she stared up towards the sky. Icy puffs of smoke formed from her mouth as she sighed deeply. Entering the park cautiously, Madoka slowly approached her.

'Excuse me. Do you live around here? I think we're a bit lost.'

'M-Madoka?!' replied the girl, an instant look of confusion on her face

A nearby street lamp flickered intermittently, casting its light on the young girl. Madoka could now see her clearly. To her shock, there sat Bebe, looking up towards her.

'What are you doing out her–' Madoka started.

'It's all my fault!'

'What's your fault?'

'It's my fault that Mami's gone.'

Madoka sat down on the opposite swing, and looked at her sympathetically.

'How could it be your fault?'

'I knew all along. I knew this world wasn't right… I should have warned everyone, but instead, I pretended not to know the truth. I was so happy to be living a normal life, that I didn't want anything to change – I've been selfish.'

'What truth?' asked Sayaka impatiently.

'Madoka, you once told Mami that you felt as if something was wrong with this world. Well, that wasn't just a coincidence. That girl named Homura rewrote the entire universe and threw the world out of balance. She seems to have rewritten everyone's memories, and none of you are able to remember what happened.'

Madoka could hardly believe what she was hearing. It was true that Homura was a complete mystery, but to think she could rewrite the universe, it sounded absurd.

'H-Hey, you're kidding, right?' Sayaka suddenly exclaimed.

'In the old universe, there existed beings called magical girls. In exchange for a wish, they were condemned to spend the rest of the rest of their lives fighting witches, and in the end they became witches themselves. I used to be a witch too, until Madoka saved me.'

'How did I save you?'

'You made a wish to destroy all witches before they were born, with your own hands. You saved us all from that horrible fate. When Homura was in danger, you brought me back and asked for my help.'

'If what you say is true, then why would Homura do this?' interjected Sayaka.

'That's something you should ask her yourself. I can't possibly guess what Homura must be thinking.'

'Do you think that Homura might have done something to Mami?'

Bebe shook her head, and looked away with an uncertain expression.

'I can't say for sure. But I don't know anyone else who'd have a motive to hurt her.'

'I find it hard to believe, but if this were all true, what are we supposed to do now?'

'You could start by paying Homura a visit. I doubt that she'll suddenly confess but we've got nothing else to go on.'

'You're coming with us I take it? If you want to make it up to Mami, help us find her.'

'Of course. I want to find her as much as you do… she's a very dear friend to me.'

'All right, the three of us are going to find Mami and bring her safely back home. Then we'll see what Homura has to say for herself,' Sayaka started, before scratching her head and looking up to the stars absently, 'but there's still one thing bothering me. For some reason I can't shake the feeling that there's one person missing from our little group.'


	7. Chapter 7

The group began to make their way through the deserted streets. It hadn't occurred to them at the time, but no-one knew exactly where Homura lived. Madoka saw her walking home occasionally, so she had a rough guess of what street she lived on, but the rate things were going, they would have to search every house until they found her.

'About what you said earlier,' Bebe started, cutting through the silence, 'you said you felt as though someone was missing from the group, right?'

'Yes, but I can't exactly explain it. It's just a feeling I have,' replied Sayaka, who scratched her head in frustration.

'I remember someone like that. A girl with red hair, and an equally fiery temper. She was quite rude too, wasn't she?'

The group was suddenly startled as they heard a loud crunch directly behind them. Without anyone realising, a girl with red hot hair had been tailing them for a while. She wore the standard school uniform, and bit into an apple noisily as she dug inside a brown paper bag for more food.

'And who are you calling rude?'

Sayaka immediately spun around and looked at the girl in shock.

'Y-You… You're–'

'Looks like they're surprised to see you, Kyoko,' exclaimed Kyubey, who jumped up onto her shoulder.

'I don't understand, what are you doing here? I saw you in my dream… But if you're here now, does that mean what happened was real?! I saw you get shot!' exclaimed Madoka, who carefully watched Kyubey.

'Well, she did kill that body, but I have an endless supply. That doesn't stop her from shooting me though… You're all looking quite confused, shall I explain? I managed to escape from Homura. I've tried it many times before, and she's caught me every single time. I don't know why this time would be any different, but I decided to hide in an old church. That's when I met Kyoko. I don't think she's remembered, but I explained the situation. She seemed pretty willing when I told her about you.'

'To tell you the truth, this all seems too farfetched to me,' Kyoko responded, 'but I couldn't really prove that what he was saying wasn't true. Besides, when he started telling me about you guys, I felt nostalgic for some reason.'

Sayaka looked at Kyoko for a moment, and was about to speak when Madoka suddenly interrupted.

'What about Mami? If Homura was keeping you as a prisoner, surely you must have known what happened to her. Is it true that Homura had something to do with Mami's disappearance?'

'I can't say for sure…'

'What do you mean?!'

'As soon as Homura realised that Mami knew the truth, she chased after her. Mami tried to warn you guys, but Homura was too fast. The last thing I saw, Homura was aiming a gun at her. That's when I managed to run away – I didn't see anything, but I heard the gunshot. It's probably already too late…'

'T-That can't be…'

Madoka stared at the ground, as if she were completely paralysed. Was it true? Were they already too late? She could hardly believe it, or rather, she refused to believe it.

'No…' she exclaimed as she came back to her senses, 'I refuse to give up. What would Mami do if it were one of us? She'd keep going no matter what. Besides…'

She took a short breath before continuing.

'I don't think that Homura is a murderer. I might not remember her, but I don't feel that she's truly evil.'

The others looked at her with a concerned expression – as if they were trying to convince themselves that what she said was really true. After much thought, Sayaka finally spoke up, a small grin on her lips.

'You're right! We can't let this stop us. Mami would never give up, so why should we? I don't care whether Homura is evil or not, either way, we're going to rescue Mami, then see what she has to say for herself.'

With her new found determination, Sayaka turned to Kyubey with an energetic expression.

'Kyubey, you must at least know where Homura lives, right?'

'That's right.'

'Then you'll take us there?'

'Of course, that was my intention. I want to stop Homura just as much as you.'

Kyubey leaped from Kyoko's shoulder, then beckoned for them to follow.


	8. Chapter 8

With Kyubey leading the way, the group soon arrived at what seemed like a derelict building on the corner of the street. It stood out from the rows of newly developed urban houses; from the outside, it looked as if no-one had lived in it for years.

"Are you sure this is the place?" asked Sayaka with an unsure expression.

"Of course, I have no reason to lie, do I?"

"So, what do we do now? Do we just walk in?"

"It doesn't seem as if there are any other alternatives. You should be careful though; in her current state, Homura is more powerful than you could possibly imagine. At the moment, you're just a group of ordinary girls, unless…"

"Unless what?"

Kyubey paused for a moment, before continuing.

"Unless you make a contract. You've heard about the existence of magical girls, right? In that case—"

"Hold on," Sayaka interrupted as she furrowed her brow, "I have a bad feeling about this so called 'contract.' Is there anything you should be telling us?"

For a moment, Kyubey said nothing. He looked hesitant to continue the conversation at first, but after much thought, began to speak.

"In exchange for a wish, you will become magical girls. But as with everything, there is a price. In this case, it's your soul. Human bodies are simply too weak. That's why we transfer your soul into a soul gem. Human's always seem so touchy on the subject, but as you are now, you might not stand a chance against Homura."

Kyubey paused again for a moment, and then turned to Madoka.

"Kaname Madoka. You may not fully understand it, but if you were to become a magical girl… your power would be unfathomable. I can't even begin to calculate the weight of your karmic destiny. After all, Homura created an entire universe just for your sake. If before, you had the power to become a God, I couldn't even consider what kind of potential you have now."

"Stop," Sayaka interjected once again, "we won't be making any contracts. At least, not unless we have to. Besides, if Homura really did rewrite the universe, shouldn't she have erased the very concept of magical girls?"

"The existence of magical girls defies logic to begin with. There are some laws that not even Homura can comprehend, she must realise that too. She observed it for herself after all. After Madoka erased the concept of witches, another being simply replaced it. Besides, humans continue to surprise me. You are illogical creatures, after all."

"All right, enough talking. I guess we'll have to play this one by ear. For now, we need to start worrying about Mami."

Sayaka took the lead and went to open the door, though unsurprisingly, it was locked.

"I guess I should have anticipated this. Does that mean she's gone out?"

Kyoko asked Sayaka to move, then took a hairpin from her pocket and started fiddling with the lock. There was a click as the door suddenly swung open.

"That's an interesting skill…" remarked Sayaka.

Inside, the building was almost pitch black. The room would be intermittently filled with a dull glow as a strip of lights began to blink overhead. Bebe clung onto the hem of Madoka's uniform as they trudged through the darkness, stumbling along as she tried to keep her balance. But it didn't take long for their eyes to become accustomed, and they were soon able to see where they were going.

"I never knew how big this place was. Where do we begin to look?" asked Sayaka, who sighed deeply while placing her hands on her hips.

"There's no need to look," replied Kyoko, who was kneeling down next to a pool of some kind of liquid. Madoka moved closer, then recoiled in shock.

"B-Blood?"

"And it seems to lead somewhere…"

Kyoko lead the group through several corridors until they reached an old, wooden door, hidden from view.

"You might not want to see what's behind this… Wait here."

Before anyone could protest, Kyoko slipped into the room. It only took her several seconds to call out, but to them, it could have been an eternity.

"It's ok! Come in. There's someone you might like to meet."

As Kyoko flicked on a nearby light switch, the group entered and gasped in unison. There stood Mami, chained up against the wall. Her arm had been heavily bandaged, and the dressing had become completely soaked in blood. She seemed as emaciated as a body on a slab, and her skin had become a deathly white. They might have thought that she were dead, if not for the sound of her breathing heavily. Without any hesitation, they wrestled the chains from her, and laid her down on the ground. Madoka was the first to kneel beside her. Mami reached out her hand and placed it on Madoka's shoulder.

"Y-You came….."

"Not just me… all of us."


	9. Chapter 9

"Are you able to walk?" asked Sayaka, who tried to help Mami back to her feet.

"Just about… Sorry, I'm being a burden, aren't I?"

"Don't worry about it. You're the reason we came after all. Besides, you'd do the same for us."

"So, what now?" Kyoko asked as the group made their way out of the room and back into the hallway.

Sayaka hesitated for a moment, then sighed before replying.

"As much as I'd like to have a word or two with Homura, there's no need to go looking for trouble. We've already found Mami, we should get her to safety."

The group silently agreed, and followed the way back to the front door. The lighting was still dull, but they managed to memorize the path. Kyoko twisted the handle, yet nothing happened. The door would not budge.

"Huh? That's strange. Does anyone remember closing this?"

She turned the handle again, but the outcome was no different.

"T-That's impossible, it's locked!"

"Are you sure?" asked Sayaka, as she grabbed the handle and tried herself.

"It's no use," a voice called out from within the depths of the room. It sounded foreign, and did not belong to any member of the group. The voice was soon accompanied by the sound of footsteps which reverberated across the halls. From the shroud of darkness, Homura's figure came into view, illuminated by one of the flickering lights

"I must applaud you for making it this far. But I'm afraid I can't allow you to leave so easily."

"You… just what exactly are you planning, why did you let Mami live? Was this all a trap?" Sayaka tried to restrain herself as she clenched her hand into a fist.

"Wait, Homura. You never really wanted to hurt Mami in the first place, did you? I don't know why, but I never thought that you were a bad person. You cared about Mami enough to keep her alive, right?" Madoka cut in as she attempted to plead with Homura, hoping that somehow, she may be able to persuade her.

"Madoka… You always were too kind, even after everything I've done…"

Homura paused, almost as if she had begun to question her resolve. For a moment, her face revealed a look of uncertainty as she gazed at Madoka. However, she did her best to steel her will, and looked back at the group coldly.

"She tried to interfere. I'll do the same to anyone else who gets in my way. Letting her live was a mistake."

"You'll never get away with this!" exclaimed Sayaka, who was now inches away from Homura.

"You don't seem to understand the position you're in. Do you know how easy it'd be to erase you right now? I wouldn't even have to lift a finger."

Kyubey hopped up onto Sayaka's shoulder so he was directly eye-level with Homura, then started to idly lick his paws.

"That is unless these girls make a contract with me. I'm sure that you realise how much potential Madoka has by now. It's your own fault after all. I wonder how easy it would be for her."

"That is one thing that I'll never allow… Do you know how many timelines I've suffered through? How many times I've watched everyone I've ever known die before my very own eyes? The only reason I carried on was because I knew that one day, I could save her from that fate. You would undo everything I've done? I'd rather watch this universe burn."

Sayaka slammed her heel on the ground, then grabbed Homura by the collar. She was so furious that she almost lifted Homura straight off the ground.

"You're selfish. Stop using Madoka as your excuse. Maybe I don't understand what you've been through, but did you ever stop to consider Madoka's feelings? Do you really think this is what she wanted? Maybe you were thinking of Madoka when you started all of this, but aren't you really just worried that all that hard work was for nothing? You're obsessed with saving her, but how could you begin to understand her feelings?"

Homura swiped Sayaka's arm away, then grabbed her by the neck with almost inhuman strength, completely lifting her from the floor. Sayaka barely had time to react, and desperately tried to gasp for air as Homura tightened her grip.

"You know nothing. None of you could possibly understand me, because you see… I love Madoka. Everything I've ever done was for her sake. I would destroy this entire universe for her. Who else could understand how I feel? You call yourself her best friend, yet you never saw how much she was suffering. I'm the only one who can save her!"

"Homura, stop! I never wanted this. Don't hurt Sayaka!" pleaded Madoka as she watched in horror.

Homura seemed entirely oblivious to Madoka, and tightened her grip to the point where Sayaka was no longer able to speak at all. Kyubey took a seat next to Madoka and shook his head.

"It's no use. Not even you can reach her right now. She's really gone too far this time."

Sayaka reached out and placed a hand on Homura's shoulder, though she seemed not to notice.

"All of you are in the way. I held back because you seem to be precious to Madoka. But I can see that there's no way we can get along peacefully. I'll eliminate anyone who comes between us… even if it ends up hurting her."

Kyoko hurried over to Kyubey and knelt down so that she was level with him.

"There's no time! At this rate, it'll be too late for Sayaka. I want to make a contract."

Kyubey listened intently as he looked back up at Kyoko.

"What wish do you want granted so desperately that you'd give away your soul?"

"There's no time! I don't know…" she paused for a moment, before turning slightly red, "I just want the power to protect my friends!"

"If that is what you wish."

Kyoko was suddenly engulfed in a bright, golden flash which, for a moment, completely banished the darkness and lit up the entire room. When the light faded, she appeared to be clad in a red dress of some kind; a bright red gem was embedded in her chest which brilliantly reflected the light. She held out her arm, and a spear seemed to materialise into thin air. She stood still for a moment, stupefied.

"What is it!?" asked Madoka as Kyoko seemed to stare absently into space.

"I remember now… How could I have forgotten? Sayaka….. Sayaka!"

Kyoko rushed forwards and attempted to thrust the lance into Homura's chest. But without Homura needing to even lift a finger, it was deflected by some kind of invisible force, and flew straight from her hands before landing on the floor. Homura seemed completely unaffected, and barely moved an inch.

Before Kyoko had time to react, there was a horrific crunch as Sayaka's head suddenly lolled to one side. Her body had become limp; it was as if her neck had been snapped like a twig. Her eyes began to roll back into their sockets as she hung loosely from the air, before Homura released her onto the floor. Kyoko's eyes widened as her body became stiff, without a sound, she slowly knelt down beside Sayaka and cradled her head gently – the silence was broken only by her faint sobbing as she pressed her face against Sayaka's cheek.


	10. Chapter 10

"You… You bitch! I'll kill you!"

Kyoko reached for the spear and thrust it directly upwards towards Homura's head. It was no use, Homura deflected the spear with one hand, then grabbed her by the collar with the other before she even had time to react.

"I won't let you get in my way!"

Homura tried to wrap her hands around Kyoko's neck, but before she could move a bright flash of light erupted from the other end of the room, causing her to look away as she was temporarily blinded. Several ribbons tied themselves around her wrists and when she turned back, Kyoko had disappeared. She was now standing near the door behind Mami, who spread her arms out either side in an effort to protect her friends. She wore a dazzling golden outfit and held a musket in both hands.

"I won't let you hurt my friends," Mami declared, aiming directly at Homura's soul gem which was located on the back of her hand.

"You think you can defeat me?"

"Maybe I'm not strong enough to defeat you, but one thing's for sure, I'm not going to let you hurt anyone else."

Another ribbon became wrapped around Homura's waist. No matter how much she struggled, she could not break free.

"You think this will be enough to stop me?"

Mami said nothing and aimed her musket directly at the floor. There was a bright flash followed by a cloud of smoke. By the time the cloud cleared the group was nowhere to be seen; the ribbons did not dissipate until several moments later. Homura desperately ran out onto the street, but no trace of them remained.

"W-We have to go back for Sayaka, she's still there!" protested Kyoko as they came to a halt in a small alleyway several blocks away.

"I know how you feel…" Mami started as she looked down and avoided Kyoko's gaze, "but it's too late… You'd only get yourself killed too."

"Damn it!"

Kyoko punched the wall with all her might, leaving a knuckle shaped imprint on the brick. Madoka merely leaned against the wall for support and remained silent. Her expression was a mixture of shock and sheer horror. She tried to speak, yet the words would not escape her mouth.

Kyoko sighed deeply, trying to suppress the tears which welled up in her eyes. She could have collapsed onto the floor at any moment and screamed at the top of her lungs – but she knew she had to be strong. She would protect Sayaka's dearest friends even if it meant giving up her life, and would not allow herself to show any weakness.

"Thanks for saving us back there," Kyoko said after a long pause, "you made a contract with Kyubey right, what did you wish for?"

"H-Huh? Well, nothing important…" Mami replied, dodging the question.

"…Nothing important?"

"I–… Wait, hang on. What happened to Kyubey? He was with us a moment ago."

"Who knows? Maybe he went back to Homura…"

Kyoko was about to reply, but was abruptly cut off by Madoka.

"It's my fault…"

"What are you talking about?" asked Mami with a sincere expression.

"I was the one who insisted that Homura wasn't evil… I thought that she might have had her reasons, I had no idea of what she was capable of. Maybe if we were more careful, this wouldn't have happened."

"You're not to blame. Don't try to convince yourself it's your fault. If anyone's at fault, it's me. Maybe if I were stronger… Maybe if I had warned you sooner."

"There's only one person responsible for this," replied Kyoko bluntly, "Homura killed Sayaka, no-one else. None of us are safe anymore, you saw what she did to Sayaka, what is she going to do next?"

Kyoko paused and clenched her fist, her expression was full of conviction.

"But I promise you… I'm going to make her pay for what she did."


	11. Chapter 11

Homura brushed her hand along Sayaka's cheek. Her skin was smooth and cool to the touch. If someone were to find her, they may have thought that she was only asleep. She lay on a stone slab, wrapped in a silk sheet which covered most of her body. Even though the lighting was dull Homura could still make out her features, along with the unsightly red mark across her neck. She sighed deeply and sat next to her, resting her head on the concrete.

"Was there any need for Miki Sayaka to die?" asked a familiar voice from within the depths of the room.

That voice… there was no mistaking it. Homura stood up and squinted into the darkness. She tried to locate its source, but there was no need. Kyubey suddenly appeared in front of her and jumped up onto the stone slab, sitting next to Sayaka.

"I thought you were on their side," Homura said bitterly.

"I never claimed to be on anyone's side," Kyubey replied, absently licking his paws, "I just want to see things back to normal. So, why did you do it?"

Homura gave no immediate reply, instead she sat back down and looked towards Sayaka.

"To protect Mad—"

"To protect Madoka? You're doing a fine job of that so far. Madoka sure must be thankful for everything you've done for her."

Homura had never known Kyubey to be sarcastic. She glared at him, then looked away again.

"You want to know what I think?" asked Kyubey, who began circling the stone slab.

"Not really. But I have a feeling you're going to tell me either way."

"Maybe what Sayaka said was true. How long have you been looking after Madoka for? I'm sure you've lost count by now. It'd be enough to drive anyone insane. But what you're really afraid of is that all your hard work was for nothing, isn't it? After all that you endured, you were given no reward in the end. Even if it was Madoka's choice to sacrifice herself, that wasn't what you wished for.  
"You know as well as I do that Sayaka posed no real threat to you. Maybe you just wanted to silence her for good. Perhaps you couldn't stand to hear the truth. Though I do have to say, you were quite careful with her body. You wouldn't be beginning to regret this, would you?"

"Enough! I—"

"Do you even know what you're fighting for anymore? For what reason did you turn your closest friends against you? It's not too late. You could return this world to how it used to be."

"A world where even after everything she did, Madoka is rewarded with a fate worse than death? What kind of world is that?"

"A fate worse than death, eh? Do you really think things are that much different in this world you've created? I've told you before, there must always be an equal amount of despair. You can't change that, despite how powerful you think you are."

The truth was, Homura had regretted Sayaka's death. Though she would not give Kyubey the satisfaction of knowing he was right. Even when she had injured Mami, she believed she had some small hope of returning to who she was before. Perhaps she had always wanted to remain as the small, timid girl who kept her hair in braids and peered through a pair of old glasses. Sayaka's death was a line which she could not return from. It was odd – she had seen her friends die across hundreds of timelines. Knowing that she had killed one of them with her own hands filled her with an overwhelming sense of despair.

Homura began to break into laughter. It was not an earnest laugh, but rather one filled with forlorn and regret – as if she couldn't help but laugh at the hopelessness of the situation. When she had finished, she straightened her back and looked towards Kyubey with an unnatural smile plastered across her lips.

"Very well, it's as you say! Maybe I am only worried about myself. Then in that case, I have nothing to lose! That's right, I'm selfish. This was all because of my pride, I couldn't stand wasting all that effort for nothing. I'll make the most of it. I've gone too far to stop now. The only thing left to do is fight those girls."

Homura spoke clumsily, as if even she herself wasn't convinced by her words. But she realised there was no going back. Her pride wouldn't allow her. Maybe she really had forgotten what she was fighting for – no matter, she thought. She would continue to fight. She would continue until there was nothing else left.


	12. Chapter 12

It was mid evening by the time Madoka reached Mami's apartment. She received a call early in the morning, and although reluctant at first, finally agreed to be there as soon as she could. Madoka had no doubts about the nature of Mami's call. She had gathered the group in order to decide how to deal with Homura. This was the least of Madoka's concerns however, and Sayaka's death was as fresh as ever in her mind. The more she thought about it, the more she realised how powerless she had been. How could she even call herself Sayaka's best friend? She recalled how she stood there helplessly as Homura's hands tightened around Sayaka's neck like a vice. Would Sayaka have been so useless if Madoka were the one in trouble instead?

Madoka's trail of thought was soon cut off as the door swung open. Mami stood in the doorway and gave a forced smile while ushering her inside. She had taken Sayaka's death just as hard as the rest of them; however, even now she was able to keep her mind focused on the task at hand. Madoka admired her for it — Mami must have surely wished to spend her time mourning instead, yet she was still able to find the courage to bring everyone together. It was something that Madoka never would have been able to accomplish.

When everyone was seated Mami set down a small tray of tea on the table and knelt down opposite from Madoka. The room hadn't changed since Madoka's last visit — at least, not in appearance. It was its occupants that were different, even the ever-cheerful Bebe sat with a melancholic expression. It wasn't the same lively atmosphere that Madoka remembered. She yearned for things to return to normal. Madoka recalled all the wonderful memories she had made, and how they would spend the entire day drinking tea and talking about the most trivial of things. But Madoka was no fool; she knew that it would most likely be the last day they would be able to sit together like this. The rest of the group must have thought the same thing, even if they didn't dare to admit it.

"Kyoko," Mami said, filling the silence, "do you remember now?"

"That's right. I'm angry that I let myself forget something so important."

Madoka had already heard the truth from Kyubey of course. But it wasn't the same as remembering it or experiencing it for herself. Sayaka must have been one of Kyouko's closest friends, yet from Madoka's point of view the two had only known each other for less than a day. She didn't like to be the only one left out.

"Something troubling you?" asked Mami who tentatively brought a cup of tea to her lips.

"I was just thinking… I'm the only one who doesn't remember, aren't I?"

"I'm sure you'll remember soon," said Mami reassuringly, "there must be a reason."

"I guess you're right. I just wish that I could be of more help. I've always been useless."

"If you keep thinking like that, then you really are useless," Kyoko cut in abruptly, "If you really think that you're so helpless, do something to change it. Hey, you managed to save an entire universe right? How can you call yourself useless after that?"

"It's not that easy," she tried to argue, "I-I don't remember. I'm not the same…"

"Of course you are. Now listen, right now you're our best chance of beating Homura, so you'd better straighten yourself out."

Mami placed her cup down and nodded, "listen Madoka. I'm sure you know how dangerous this is going to be. Before we go any further I want you to know, I won't blame you if you back out now.

Madoka hesitated for a moment. She couldn't lie to herself. She was afraid, probably more afraid than she ever had been in her entire life. Yet the thought of losing her friends scared her even more. If she really had sacrificed herself like that in another universe, then she would just have to find the courage to do it again. Or at least, that's what she tried to convince herself.

"That's not going to happen," she said with newfound confidence, "I'll do whatever it takes."

Mami smiled, as if she had known Madoka's answer all along. After a quick glance towards Kyouko, she pulled out a small stack of notes.

"What do we know about Homura so far?" she asked rhetorically, "her motive might be a mystery, but we have some idea of what she's capable of. She might have been our friend before, but after Sayaka, I'm sure she'll have no problem eliminating any of us. She stole Madoka's power, but I doubt even Homura fully understands what she's dealing with."

"Meaning?" asked Madoka quizzically.

"This is only a theory, but after talking with Bebe I came to realise something. When Homura tore your powers from you, what if she had inadvertently tore apart your personality too?"

"You mean I have two personalities?"

"Yes, so to speak. When we first arrived here, Homura must have wiped our memories so we wouldn't interfere. But what if it was different for you? You must have changed quite a bit. You went from a timid schoolgirl to a supreme being who was forced to shoulder the fate of the entire universe."

Mami paused and turned to Kyoko, seeking some input.

"Homura must have done far more than merely alter Madoka's memories. Madoka's powers were a part of her — it was a wish she decided on her own. When she made that wish she was reborn as en entirely unique existence. Her powers defined everything she stood for. Yet I'm sure a part of Madoka couldn't accept her fate. In the end, all she wanted was to live a peaceful life with her friends."

"And that's the real problem," Kyoko replied, "until Madoka sacrifices herself once again and accepts her fate, she'll never be able to defeat Homura."


End file.
